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NSG Group Announces Integration of Building Products Japan Sales and Marketing Divisions

Date
30 Oct 2008
NSG Group (Head office: 5-27, Mita 3-Chome, Minato-ku, Tokyo;Representative Executive Director: Stuart Chambers, hereinafter “the Group”) announces that Nippon Sheet Glass Co., Ltd.,( the holding company of the Group, hereinafter “the Company” ) resolved at its Board of Directors' meeting held on 30th October, 2008, to split current Sales and Marketing Divisions of building glass products in Japan, and subsequently to absorb those operations into NSG Building Products Co., Ltd (Head office: 6 Anesaki-kaigan, Ichihara-shi, Chiba, hereinafter “NBP”), which is a wholly-owned subsidiary of the Company that manufactures fabricated building glass products, effective 1st April, 2009.

As this transaction is a simplified company split in which the wholly-owned subsidiary will become the successor company, some disclosure items and details are omitted.

1. Purpose of Company Split

Historically, the sales and marketing activities of Building Products in Japan have been operated by the Company, with fabricating activities operated by NBP. Through this company split and subsequent absorption, the Group will integrate these activities into NBP. The aim is to accelerate decision-making, centralize management, and eliminate overlapping services, thus promoting further improvements in the performance of the business.

2. Outline of Company Split

(1) Schedule of Company Split

30th October, 2008

Resolution of basic policies of Company Split by the Board of Directors

 

29th January, 2009 (provisional)

Resolution and Execution of the Absorption-Type Company Split Agreement by the Board of Directors

 

1st April, 2009 (provisional)

Scheduled date of Company Split (effective date)



Note: This split will be conducted through Simplified Absorption-Type Company Split prescribed in Article 784, Paragraph 3, of the Company Law of Japan, for which a resolution of the general shareholders' meeting will not be required.

(2) Split Method

Simplified absorption-type split, in which the Company will be the Splitting Company and its wholly-owned subsidiary NBP will be the Successor Company.

(3) Decrease in Paid-in Capital etc. due to Company Split

There will be no change in Paid-in Capital in the Company in connection with this split.

(4) Rights and Obligations Regarding Stock subscription Rights and Bonds with Stock Subscription rights of the Splitting Company

The Company does not issue stock subscription rights of NBP to the holders of the stock subscription rights of the Company. Furthermore, there are no relevant items relating to bonds with stock subscription rights.

(5) Rights and Obligations to be Succeeded by the Successor Company

NBP is expected to succeed from the Company those portions of the assets and liabilities with respect to the Sales and Marketing Divisions of Building Glass Business and the related and ancillary businesses of the Company as of the effective date of the Company Split, which are considered to be necessary.
The employees working for the Sales and Marketing Divisions of Building Glass Business as of the effective date of the Company Split are expected to be seconded from the Company to NBP.

(6) Prospects of Fulfillment of Obligations

The Group believes that there is no issue with the prospect for fulfilling obligations to be borne by the Company and NBP on or after the effective date of this Company Split.

3. Outline of the Parties Concerned in Company Split

 

as of 31 March, 2008

as of 30 September, 2008

(1) Corporate Name

Nippon Sheet Glass Co., Ltd. (Splitting Company)

NSG Building Products Co., Ltd. (Successor Company)

(2) Principal Business

Manufacture and sale of glass products

Fabrication and sale of insulated, laminated and tempered value-added building glass products

(3) Date of Incorporation

22 November, 1918

1 April, 1970 Incorporated as Kanto Glass Services Co., Ltd.

(4) Location of Head Office

5-27, Mita 3-Chome, Minato-ku, Tokyo

6 Anesaki Kaigan, Ichihara-shi, Chiba

(5) Representative

Stuart Chambers, Representative Executive Director

Shigeki Mori, President and Representative Director

(6) Paid-in Capital

JPY 96.1 billion

JPY 0.05 billion

(7) Number of Shares Issued

669,550,999

990

(8) Net Assets

JPY 274.7 billion (unconsolidated)

JPY 0.5 billion

(9) Total Assets

JPY 511.6 billion (unconsolidated)

JPY 7.6 billion

(10) Financial Year-end

31 March

31 March

(11) Major shareholders and Shareholding Ratios

Japan Trustee Services Bank, Ltd. (trust account) 6.19%

Nippon Sheet Glass Co., Ltd. 100%

The Master Trust Bank of Japan, Ltd. (trust account) 5.66%

 

State Street Bank of Trust Company (Standing Proxy: Mizuho Corporate Bank) 5.05%

 

Japan Trustee Services Bank, Ltd. (trust account 4) 2.37%

 

Morgan Stanley & Co. International Ltd. (Standing Proxy: Morgan Stanley Japan Securities Co., Ltd) 2.23%

 

4. Outline of the Business to be Split

(1) Principal business of the business to be split

Sales and marketing of building glass products in Japan.

(2) Business results of the business to be separated

 

Results of the business
 to be separated

Performance of the
Splitting Company
 for the year ended
31 March, 2008

Ratio

 

(a)

(b)

a/b

Sales (billion JPY)

32.9

169.5

0.19



(3) Items and values of assets and liabilities to be split

(JPY billion)

 

Asset

Liability

14.3

9.7



5. Status of the Company following Company Split



(1)

Corporate Name:

Nippon Sheet Glass Co., Ltd.

(2)

Principal business:

Manufacture and sale of glass products

(3)

Location of Head Office:

5-27, Mita 3-Chome, Minato-ku, Tokyo

(4)

Representative:

Stuart Chambers, Representative Executive Director

(5)

Paid-in Capital:

JPY 96.1 billion
(As of
31 March, 2008; no capital reduction resulting from this corporate separation)

(6)

Financial year end:

31 March

(7)

Prospects:

  •      Impacts on non-consolidated business results.
    The sales of the Company will be reduced by approximately JPY 30 billion. Impacts on the incomes are negligible.
  •      Impact on consolidated business results
    Impacts of this Corporate Separation on consolidated business results are negligible as this is a reorganization within the group with a wholly-owned subsidiary.